Spider-Man
by ryeman200
Summary: Simple title, this is just my own version of Spider-Man. Disclaimer: I do not own Spider-Man it is owned by MARVEL! rated T for safety!
1. Chapter 1

Spider-Man: chapter one

It was just a regular day like any other day in Manhattan; the sun was shining, the birds were singing... And the screams of a nerdy teen were heard...

"C'Mon Parker, fight back!" A large muscular teen said kicking the nerdy teen.

"Pl... Please S... Stop..." The nerdy teen said with tears coming down his face.

"Hey! Leave Peter alone!" Another teen yelled out at the brute.

"Beat it Osbourne! This ain't your fight!" The brute said kicking the nerdy teen in the chest.

"You mess with Peter, you mess with me! And if you mess with me you mess with my dad and his lawers!" Harry said angrily.

"Hey Flash, let's go! Teachers coming!" One of the brutes 'Friends' said and they just ran off.

"You okay Peter?" Harry said worried to the nerdy teen.

"I'm okay... Thank you harry, I wish Flash and his goons just left me alone!" Peter said wiping his eyes and harry helped him up.

"You should really tell someone about this! You can't keep this up..." Harry said keeping Peter steady.

"It's not that easy Harry... If Aunt May or Uncle Ben heard that I was being bullied they would probably move me to another school! Plus I don't want them to worry..." Peter said sadly.

"I'm not forcing you Pete, but I just hate seeing you hurt" Harry said concerned.

"I'll be fine Harry, besides it's Friday... Just have one more lesson then I can just go home and relax!" Pete said thinking about two days without having to deal with Flash.

"Just because it's a weekend doesn't mean this abuse from Flash will stop!" Harry said wanting Peter to do something about the abuse from Flash.

"I know Harry... Besides I can take it..." Peter said pulling his sleeve over the bruises on his arm.

"'Sigh' you deserve a better life Peter..." Harry said putting his hand on Peters shoulder.

Suddenly the bell went for last period...

"All I need is strength..." Peter said then they both went to their next lesson... Science!

In class...

"Today we are starting a new topic; Genetics , can anyone tell us what Genetics is?" The teacher said and Peter was the only one to put his hand up. "Yes Peter?"

"Genetics is the study of the inherited differences found in and between populations and individuals" Peter said quickly.

"Very good Peter... I will now hand out these letters about the Oscorp Genetics and engineering labs, we are very fortunate to have access to these labs not many tours are given there!" The teacher said handing out the letters.

"Yes!" Peter said quietly.

"Pete, only you would be this excited about science!" Harry whispered to Peter.

"Who wouldn't be excited about science?" Peter said smiling.

"Me for starters!" Harry said chuckling abit.

At the Parker residence...

"I'm home!" Peter announced as he came in, then an elderly woman came in.

"Oh hello Peter! Good day at school?" The elderly woman said welcoming Peter home.

"It was great Aunt May!" Peter said as convincing as he could.

"That's nice to hear..." May said hugging Peter.

"Aunt May, there will be a trip to the Oscorp Genetics and engineering labs next Friday! I just need this slip signed..." Peter said holding the permissions slip out to show Aunt May.

"Of corse I will sign it for you..." May said signing the slip.

"Thanks Aunt May!" Peter said then rushed to his room to study.

"What a nice boy..."May said grinning.

The following Friday...

Peter woke up excited about the trip to the Oscorp Genetics and engineering labs, he couldn't wait...

"Today's the day!" Peter said excitedly to himself.

"Peter, breakfast's ready!" May said calling Peter from downstairs.

"Okay Aunt May, I'm coming!" Peter said going down the stairs quickly.

"Good morning Peter, breakfast is on the table..." May said happily to see her nephew in a good mood.

"Thanks Aunt may!" Peter said rushing to the table.

"Eat up, get some meat on you!" An elderly man said reading the paper.

"Yeah yeah... I'm not that thin Uncle Ben!" Peter said chuckling slightly.

"I know, only kidding! Anyway how's school?" Ben said hoping he's doing okay.

"I'm... Fine, I need to get going now, don't wanna miss the bus!" Peter said rushing out the door.

"Something's up with Peter... You don't think he's being bullied do you?" May said worryingly.

"I'm sure he's fine honey, even if he is being bullied he would tell us right away!" Ben said hoping it wouldn't be anything physical.

"I hope you're right!" May said worried.

"I hope so too!" Ben said looking out the window a seeing Peter run to the bus stop.

On the bus...

"Hey Pete, I bet you're excited about today!" Harry said as Peter sat next to him.

"You bet Harry! Who doesn't love science?" Peter said cheerfully.

"What ever Pete! I'm just here because it beats school!" Harry said chuckling.

At the Oscorp Genetics and engineering entrance...

"Okay, everyone get a partner and don't separate from the group!" The teacher said entering the building.

"Wow look at this place... It's so advanced!" Peter said looking around.

"My dad has accomplished so much in the last few years... It's incredible!" Harry said proudly.

"I know just imagine the possibilities!" Peter said impressed then a man with one arm missing came through a set of double doors.

"Hello my name is Dr Curt Conners, and I will be your guide for today!" Conners said in a cheerful manner. "Before we start the tour, does anyone have any questions?"

Peter Put his hand up...

"Yes, what may your question be?" Conners said pointing to Peter.

"Dr Conners, I've heard about the cross-species genetics that has been going on; To help cell regeneration, is that true?" Peter said curiously.

"Ahhh...excellent question! What's your name young man?" Conners said curiously.

"Peter... Peter Parker" Peter said and Dr Conners' eyes opened wider.

"Parker... Your fathers name didn't happen to be Richard Parker could it?" Conners said surprised.

"Yes... Yes it was! Do you know what happened to him?" Peter said excited and oblivious of the others around him.

"I don't actually know he used to work here at Oscorp, he just seemed to 'disappear' from the face of the of the Earth, no one knows where he went! I was hoping you might know!" Conners said remembering about the tour. "Oh well, we should start with the tour!" He said then he went through the double doors and the rest followed through.

"He never answered my question!" Peter said to Harry.

"Oh well... Let's just follow the tour" Harry said to Peter.

"Okay... Hey what's in that crate?" Peter said looking at a crate with the Oscorp symbol on it.

"That's just a crate of failed experiments, it's going to the incinerator" Harry said as Peter lent against it.

"Hmm... Wonder what's inside?" Peter said curiously.

Suddenly a strange looking spider went out a crack in the crate and crawled into Peters backpack...

Ten minutes later...

"And over here we have the genetically altered super spider, it is highly dangerous and must be sealed in this container at all times..." Connors said pointing at an empty glass box.

"What spider?" Peter said seeing that it was empty.

"What do you mean no spi... Oh! It must be in the lab for further testing..." Connors said concerned.

"I think this is a good time to have a break, we will meet back here in one hour! Please don't touch anything!" Connors said hoping the spider hadn't escaped.

"Shame we couldn't have seen that spider... It would have been fascinating!" Peter said slightly disappointed.

"Oh well, better luck next time!" Harry said hoping Peter won't get too upset.

"I'm gonna take some pictures for the school newspaper" Peter said getting his camera from his bag, but he instead got a light prick on the hand. "Ow! What was that?"

"What was what?" Harry said confused.

"something just pricked me!" Peter said seeing there was a two tiny red marks on his hand. "You don't think the spider had escaped do you?"

"You heard what Doc Connors said, it's in the labs for testing!" Harry said thinking Peter was being paranoid.

"Hey harry, do you feel a sudden temperature change? I feel hot suddenly!" Peter said feeling dizzy.

"No, I feel fine..." Harry said confused at Peters strange behavior.

"Harry is it okay if I just lay down for a bit? I'm feeling a bit dizzy!" Peter said holding his head straight.

"Sure Pete, I'll keep an eye out for Flash!" Harry said then Peter just laid on the bench and closed his eyes...

_**So, how was chapter one? R/R for another chapter! This is my first attempt at my own version of Spider-Man! I hope you all enjoyed it...**_


	2. Chapter 2

_**Hey Guys! ryeman200 here! I would just like to say something before I start this chapter! I would just like to say that over the past few months of being on , my life has changed in loads of ways! And to say thank you to all the people who have stayed by my side even when my stories sucked balls. plus I also learnt the difference between the different 'there's' and improved my spelling and vocabulary.**_

Now that that's over should we continue with the story?

Spider-Man: chapter two

Peter woke up ten minutes later feeling...different.

"Uhh... What happened? How long was I asleep?" Peter said stretching.

"It was only about ten minutes Pete, are you feeling any better?" Harry said concerned.

"Actually Harry, I feel a lot better!" Peter said then he noticed his vision was blurry. "Hey Harry, I think I need some new glasses... These don't work for some reason!" He then took off his glasses and his vision was more clear than it had ever been in his entire life! "Whoa! That's strange... I don't need my glasses anymore?"

"Really? That is strange... Isn't that a good thing though?" Harry said unsure what was happening to Peter.

"My vision... It's so amazing! I can see... It's so clear!" Peter said beyond excitement.

All of a sudden Flash and his goons appeared and was pacing quickly towards Peter and Harry...

"Oh, Puny Parker! it's time for your daily beating!" Flash said punching his palm menacingly.

"Pete, RUN!" Harry said to Peter worryingly.

"No Harry... I need to stop hiding and stop this! I need to stand up to myself!" Peter said fed up with Flash.

"Have you gone mad Pete? It's not worth it!" Harry said not wanting to see his best friend get beaten up again, but Peter ignored Harry and went up to Flash.

"I'm tired of hiding Flash! This needs to stop!"Peter said boldly.

"Oh look who's finally manned up and grew some balls? Parker, you're so pathetic!" Flash said throwing a punch to Peters face but he ended up punching the wall... " What the? Where'd Parker go" Flash said cofused.

"I'm behind you!" Peter said astonished at what he just did.

"Argh! Hold still Parker!" Flash got annoyed at what Peter was doing.

Flash started throwing punches at Peter but he dodged every single one.

"Wow h...how did I do that?" Peter said amazed then Flash through a punch which Peter caught with his hand, flash tried it with his other fist... Same thing happened.

"W...what, h...how did you?" Flash said confused when all of a sudden Peter decide to fight back for once... So he pushed Flash up against the wall, pinning him so he couldn't move.

"LEAVE ME ALONE!" Peter said angrily and at the same time amazed at his strength.

"P... please don't hurt me! Give mercy!" Flash said frightened at Peter.

"YOU NEVER DID!" Peter said punching Flash in the face nocking him out.

A teacher then came round the corner and saw Flash on the floor unconscious and Peter standing over him.

"What did you do?" The teacher said rushing towards Flash.

"I umm... He started it!" Pete said not believing what was happening.

"No excuses Mr Parker! I will be have a word with Mr and Mrs Parker, and Mrs I will talk about a suitable punishment!" The teacher said as she called the first aid.

"Peter, how did you do that!" Harry said not believing what he just saw.

"I don't know! But when Aunt May and Uncle Ben find out about this, they won't be happy!" Peter said worried.

"What happened?" The nurse that had come along with them on the bus said looking at Flash laying unconscious on the floor.

"He was in a fight..." The teacher said looking serious.

"Really? It looks like he's just been hit in the head with a bowling ball!" The nurse said astonished.

"A bowling ball? He hit him that hard!" The teacher said amazed at the force needed o do that kind of blow to the head.

Later that day Peter, May and Ben were sitting outside the principle's office.

"I am very angry at you Peter! How could you do something like this? I thought we raised you better!" May said ashamed at Peter.

"I didn't mean to hit him so hard! besides, he started it..." Peter said just wanting to start the day all over again.

"It doesn't matter who started it Peter! Just remember; just because you can beat someone up doesn't give you the right to!, Remember this... With Great Power, there must also come Great Responsibility!" Ben said to Peter hoping he wouldn't get into trout like this again. "Promise me this Peter, if you ever face another situation like that, do the right thing..."

"Okay Uncle Ben, I promise..." Peter said then the principal asked them to come in.

In the Principals office...

"Hello, I'm Principal Brooks and I assume you know why you're here..." Brooks said sitting at his desk.

"I just never saw Peter as the violent type..." May said sadly.

"Peter, you've always been a quiet and hard-working student, why did you do that to Mr Thomson?" Brooks said curiously.

"'Sigh' he's been abusing me, calling me names and just been plain annoying ever since I came to this school!" Peter admitted.

"Seriously! You mean you've been getting bullied by Mr Thomson and didn't even say anything?" Brooks said shocked.

"'Sigh' yes... I just thought he deserved it!" Peter said with tears starting to form. "I didn't mean to knock him out! I didn't even know if I was strong enough to even hurt him! I just wanted him to leave me alone..."

"Peter, you didn't mention you were being bullied! You could have said something!" May said sadly.

"Wasn't it obvious? The 'mysterious' bruises, the ripped clothing? And it is very obvious that I'm a nerd!" Peter blurted out and ran out the room.

"I should go after him... Before he gets too far!" Ben said getting up.

"That would be best!" Brooks said hoping Peter doesn't get into any trouble, then Ben went out the room looking for his nephew.

Peter ran out of the school grounds and into an ally...

"What's happening to me?" Peter said to himself as he saw his muscles. "How could this have happened?" He then looked in his backpack when he noticed a funnylooking spider. "Oh my..." Peter said putting the spider in a glass container he then gasped. "The genetically Enhanced Super Spider!"

With Ben...

"Peter! Peter! Where are you?" Ben said getting worried then a man came up to him with a gun.

"Pull out your pockets!" The man said pointing the gun at him.

"What?" Ben said getting anxious.

"You heard me old man! Give me your wallet or I shoot!" The man said starting to shake.

"Put the gun down... Before you do anything you might regret!" Ben said hoping he would do what he said.

"No one tells me what to do!" The man said then pulled the trigger.

Back with Peter...

"What was that?" Peter said putting the container in his bag and running to see what it was, when he got out of the allyway he saw Uncle Ben falling to the floor. "Uncle Ben!" He ran towards his fallen uncle.

"Peter... My time is up [cough] [cough] but yours has only just begun... please Peter... Just remember With Great Power... There Must Also Come Great Responsibly! [cough] I believe you're destined for greatness! Along as you do the right thing!... I believe in you!" Ben said finally dying and Peter left his fallen uncles corpse on the floor and ran after the thief.

"I shall avenge your death!" Peter said following the thief into an allyway. "YOU KILLED MY UNCLE BEN!"

"Sorry! I wasn't aiming for anything vital!" The man said pointing the gun at Peter in defence.

Peter charged at him so fast he didn't know what hit him.

"W.. What are you?" The thief said shocked at Peters speed.

"Your worst nightmare!" Peter said with him pinned up against the wall, he was about to punch him in the face with all his force when Uncle Bens voice spear in his head.

"With Great Power Comes Great Responsibly..." The voice said and Peter punched the wall leaving a small hole.

"I'm no murderer..." Peter said grabbing the gun and crushed it. "But you are... Hope you can live with that!" He said then the police cars came. "Now here's what you're goin to do... You're going to turn youself in, and take full responsibility for your actions or I will personally break all you limbs!"

"Okay man! Just please don't hurt me!" He said in terror.

With the police cars...

"Halt! No civilians beyond this point!" A police officer said to Peter and the thief.

"This man has something to say about what happened here! Right?" Peter said with the thief in an arm lock.

"Is that so?" The office said intrigued.

"It was me! All me! I shot him! I will go quietly!" Thief said as Peter put more force on the arm lock.

"That was probably the fastest murder mystery I've ever been in!" The police officer said putting hand-cuffs on the thief. "What's your name?"

"Eddie... Eddie Brock!" The thief said given up. (ooooh... Didn't see that one coming did you?")

"Eddie Brock, the one who works at the Daily Bugle?" The police officer said surprised.

"Yeah, I was the freelance! I haven't had any scoops so I had no money... So i was desperate!" Eddie said sadly.

Peter then ran home... Just not believing that his beloved Uncle Ben was dead...

_**Poor Peter... Oh well he will discover his other powers next chapter! R&R and all that s***!**_


	3. Chapter 3

Spider-Man: chapter three

The next morning, Peter woke up wishing that his Uncle Ben wasn't dead; But he was, and there was nothing he could do about it...

As Peter went downstairs he saw his Aunt May grieving her late husband...

"I'm really sorry Aunt May..." Peter said sadly. "It's all my fault!"

"Don't be silly Peter, it wasn't your fault! You did the right thing going after his killer..." May said not wanting Peter to go through his life blaming himself.

"But if I hadn't run out like that, maybe he would still be alive!"Peter sad angrily.

"PETER PARKER!" May yelled at Peter. "It wasn't your fault; it was that lowlife's fault Ben got shot, not yours!"

"I still feel responsible... He said that he believed in me; said I was destined for greatness! But only if I did the right thing..." Peter said sadly. "I only realized the meaning of his words when I had his killer pinned to the wall I saw the fear in his eyes, that with Great Power There Must Also Come Great Responsibility!"

"He always Believed in you Peter he new that you had a special gift, one that is rare in this day and age..." May said happily.

"What was that?" Peter said intrigued.

"A kind heart, and the will to never give up! That is your gift Peter; if you have a gift Peter you need to share it with the world, you need to let it grow... And use it for good! So Peter, will you use your gifts for good? It's your choice..." May said inspirationaly.

"You're right Aunt May! Thanks!" Peter said running to his room.

"No Problem Peter..." May said feeling better.

In peters room...

"Hmm... What other traits did you give me?"Peter said looking at the tiny Spider in the glass cage.

The spider came down on a web and Peter thought for a second...

"Is it possible that I can spin my own webs..." Peter thought about shooting webs out his butt. "Eww... Let's just hope it doesn't go out that way..." He said and put his hand on the table, and it stuck to it... "What the...?" Orer thoughthe opened his eyes wider then he slowly relaxed his hand and it came loose. "No way!".

At the NYPD police station...

"This is all because of that kid! How come he was so strong? He was so fast too!" Eddie said angrily when an officer came to his cell.

"You got a new cell mate!" The officer said as a man wearing a green horizontally striped jersey and brown jeans came into the cell. "You two should get cosy... You'll be in here awhile..." He said smiling, taking off the man's hand-cuffs and locking the cell door behind him.

"Names Eddie Brock, what's yours?" Eddie said to his new cell mate.

"It's Flint, Flint Marko..." The man said looking depressed.

Back in Peters room...

"This is just impossible!" Peter said excitedly sticking to the wall. "I'm just like a real spider!" He said landing on the floor without making a sound. "I gotta tell someone about this!" He then looked through his contacts on his phone and he saw Harry Osbourn.

Peter called the number...

At Oscorp Tower Harry was in his room thinking about what's up with Peter... Then his Phone rang, it was Peter...

"Hey Pete! You okay? I heard about your Uncle Ben..." Harry said hoping Peter was okay.

"Harry, is it possible you could come over? I need to tell you something important!" Peter said trying not to sound excited.

"Uhh... Sure Pete I'll be right there!" Harry said thinking he just needs cheering up.

"Thanks!" Peter said then he hung up.

"I wonder what he needs to tell me?" Harry said concerned.

Back in Peters room...

"I can't wait to tell harry!" Peter said then something flew out his wrist. "What the... Is this web? I knew i could do it!" Peter said looking at his wrist.

Five minutes later there was a knock at the door...

"Harry's here!" Peter said looking out his window seeing Harry being let in by his Aunt May.

At the front door...

"Oh hello Harry! Peter's upstairs in his room; just go up, he said he's expecting you!" May said with a look of sadness in her eye.

"Thanks Mrs Parker... I'm sorry for your loss!" Harry said putting his hand on her shoulder.

"Thank you Harry for your kindness, can I get you anything?" May offered.

"I'll be fine, Peter just wants to tell me something important..." Harry said then Peter came down the stairs.

"Hey Harry, I need to explain to you about what happened yesterday..." Peter said nervously.

"yeah and I want to know how you managed to knock Flash out in one punch!" Harry said heading up the stairs with Peter.

Back in Peters room... (again)

"So how'd you do it Pete? Special technique, What?" Harry said curiously.

"Remember that spider that was missing from its box?" Peter said to Harry.

"Yeah, what about it?" Harry said unsure where this was going.

"Well, it kind of... Bit me and gave me its traits!" Peter said rubbing the back of his neck.

"What do you mean 'gave you its traits'?" Harry said unsure with what he was talking about.

"Let me show you!" Peter said putting his hands on the wall.

"What are you doing Pet... What the! How...?" Harry said in shock at Peter crawling up the wall.

"This isn't everything! I have so much more Harry!" Peter said landing on the floor.

"Wow, that's awesome Pete! What else can you do?" Harry said amazed.

"I have super-human strength, I can shoot webs out my wrists!" Peter said excited.

"Peter, do you know what this means?" Harry said amazed.

"What is it?" Peter said listening to Harry's idea.

"You could be a real live super-hero! Just like Iron Man or Captain America!" Harry said excited.

"I guess that would help a lot of people! And Aunt May did say that if you have a gift you should share it with the world!" Peter said thinking about it. "I'll do it!" He said punching his palm in happiness.

"Yes! All you need is a costume and you're done!" Harry said then Peter got his sketch pad.

"Let's get designing!" Peter said opening his sketch pad.

At the Oscorp Genetics and Engineering Labs...

"Yes! It's finished! After 18 years, it's finally finished!" Dr Connors said holding a syringe filled with a green liquid.

"Err... Doc, shouldn't you test it first? It might have a side effect!" Another doctor said cautiously.

"Yes... Yes, You're right! We need to test it first before it's tested on humans..." Doc Connors said sadly looking at the stump on his right arm. "I just got excited... I'm sorry!" He said putting the syringe back on the table with the others.

"It's quite alright, I would probably want to do the same if I had lost a limb!" The doctor said understanding.

"Let's just hope all this time on the project hasn't been a waist of time!" Doc Connors said hopefully.

"It should be fine Curt... We need to make sure first! And if it works, it will be a breakthrough for medical science! We'll help millions!" The doctor said excitedly.

Back in Peters room... (again) (again)

"I've done it Harry! This is the design I want! All we need now is materials!" Peter said looking happy at his design.

"That looks awesome Pete, You didn't tell me you were such a good artist! Don't worry about the supplies, i'll use my dads money to buy everything we'll need!" Harry said looking at his design.

"Thanks Harry, maybe later I can test out my powers even more!" Peter said happily.

"Hey Pete if that spider gave you all its traits, do you think you got its proportionate strength?" Harry said curiously.

"I can don't know Harry, I know that I got stronger... But if that's true I could be able to lift 100x my own weight! That would be around ten tonnes!" Peter said not believing it himself.

"Whoa! Just yesterday you could barely lift an average dumbbell! But 10 tonnes! Wow... That is a big change!" Harry said impressed.

"We can test out my strength soon if you want!' Peter said putting his sketch pad in his drawer.

"Why not now?" Harry said impulsively.

"I don't want Aunt May to be left all on her own! She's just lost her husband!" Peter said remembering about Uncle Ben.

"We'll only be gone for a few hours!" Harry said motivating Peter.

"'Sigh' fine... but just for a FEW hours!" Peter said seriously.

"Fine I promise!" Harry said excited as they went down the stairs.

"Aunt May, is it okay if me and Harry go out for a bit?" Peter asked politely.

"Sure Peter... Just not too long okay?" May said sitting in her chair... Mourning.

"We won't, don't you worry!" Peter Said going out the door and closing it behind them.

"So where we going?" Peter asked Harry.

"One of my dads old warehouses, it used to be for storage... But it's abandoned now!" Harry said hoping it would do.

"That should do..." Peter Said happily.

At the warehouses...

"Well here we are Pete... Let's see what you can do!" Harry said excited.

"Okay... let's hope I can remember how I did this!" Peter Said putting his hand in different positions.

"What are you doing?" Harry asked confused.

"Just one sec!" Peter Said anxiously then he put his two fingers on his palm and a web flew out his wrist. "Ah ha!"

Peter then shot a long web to the ceiling and he grabbed hold of it and it supported his weight...

"That is amazing! They should call you 'Spider-Man!'" Harry said in astonishment.

"Not a bad name... I think I will use that!" Peter Said beginning to swing on the web. "This is so amazing! You gotta try this harry!" Peter Said letting go of the web and landed on his toes with his left hand on the floor and his right hand in the air.

"Oh yeah!" Harry said in excitement then grabbed hold of it and started swinging "Wooo Hooo!" He said surprised at the strength of the web then he decided to copy what Peter did but landed on his butt. "Ow... You make it look so easy!"

"Heh heh... Okay web strength is good... Let's move onto physical strength!" Peter Said looking for something heavy to lift, he then saw an old fork lift. "Let's see Iif I can lift this up!"

"There's no way you could lift that old thiii..." Harry said astonished seeing Peter lift it up like it was a common house brick. "What The F***!" He cursed in amazement.

"Language Harry! Heh heh heh..." Peter Said throwing the fork lift five metres away. "Whoa... Did you see that Harry!" Peter Said amazed at what he just did.

"I saw it Peter... But I don't believe it!" Harry said staring at the fork lift. "We gotta work on that costume!"

"Good idea Harry! Can't wait..." Peter Said excited.

Outside the hospital...

"Okay Mr Thomson, you should have a full recovery within a week or two..." A doctor said leading Flash out the hospital with a bandage around his head.

"Thanks dock... I appreciate the help!" Flash said still trying to remember how he became unconscious in the first place, all he remembered was a fight.

"Just remember... If your head feels funny in any way, just call this number..." The doctor said giving Flash a card with a number on it.

"Okay... I will, thanks again!" Flash said putting his hood up over his head and walked off and the doctor walked back in the hospital.

In 'Harry's' workshop Peter arrived with the costume design...

"Ahh... Peter, you're back! This is so exciting, making a costume for a real super-hero!" Harry said excited.

"I'm not a super-hero just yet Harry, think of it more like a... A guy with special abilities lending a helping hand that no average man is able to do!" Peter said knowing that he was a long way from the title of super-hero.

"Well, whatever you want to call it we gota costume to make!" Harry said hoping the costume wouldn't get messed up.

Three weeks had gone by; Peter and Harry spent most of their free time working on the costume, it was almost finished... All they needed now was a to see if it looked okay on Peter...

"So... How's it look?" Peter said in his now completed costume (you all know what spidey's costume looks like so i won't need to described it, P.S. I'm too lazy to write it!)

"Whoa... Look at you! It's awesome Pete, wanna take it out for a test drive? Maybe you could help some people in need..." Harry said impressed at the complexed web design he did.

"Yeah, this is going to be awesome!" Peter said going out the window and jumping. (they are like ten stories high by the way!)

"I sure hope he knows what he's doing!" Harry said hoping he could swing on his webs.

"Let's hope this works!" Peter said shooting a web out his wrist and it attached to a building then he suddenly went up quickly, it was exhilarating for Peter. "_it's feels like I'm flying!_" He thought as he was swinging on his webs, then he let out a cheerful yell.

Suddenly there was a scream for help, Peter took the chance to be the hero for once... And not the victim.

"Yes, here's my chance!" Peter said and saw a girl only in her late teens being mugged. "Heh heh heh... This should be easy!" He said landing behind the the mugger.

"I said, GIVE ME THE MONEY!" The mugger yelled at the young woman whilst pointing a gun, then he felt a tap on his shoulder. "Huh? Who are you supposed to be?" He said turning around seeing Peter in his costume.

"The guy who's gonna give you one more chance to leave, or I'll have to kick your butt!" Peter said in a joking manner.

"Yeah right, go back to the costume party or wherever it is you came from and get lost freak show!" The mugger said turning back to the girl not feeling threatened at all.

"I guess we'll have to do this the hard way..." Peter said shooting a web at the mugger incasing him in web.

"Hey what is this stuff!" The mugger yelled out, but Peter shot a web at his mouth.

"Doesn't this guy ever shut up?" Peter said shocked at who the girl was.

Back with Harry...

"I wonder where Peter is? He's been gone a while..." Harry said deciding to go look for Peter. "He couldn't have gotten that far!" He said going in the elevator.

At the Oscorp Genetics and Engineering labs...

"Curt, it works! The serum works!" The doctor said looking at the fully healed lab rats.

"Is it safe for human testing yet?" Connors said looking anxious.

"After a few more tests... It should be ready!" The doctor said excitedly.

"Only if Richard could see us now!" Connors said looking at his stump.

Back with Peter... "_Mary Jane?_" Peter thought in disbelief.

Mary Jane Watson was one of the people who are high in the popularity scale... All the guys wanted her, she was also Peters childhood crush!

"Thank you... Err... Who are you?" Mary Jane said looking at the costume.

"uhh..." All was what Peter could say when he looked at her face but quickly snapped out of it. "I'm... I'm..." He said trying to think of a name, but then remembered Harry told him three weeks ago...

_"Wow... They should call you Spider-Man!"_ He remembered

"I'm Spider-Man!" He said confidently. "Your Friendly Neighbourhood Spider-Man!"

"Well thanks for helping me 'Spider-Man', so... How old are you?" Mary Jane said seductively.

"I err..." Spider-Man said nervously then heard police sirens. "That's my Que!" He said swinging off quickly then the police came and took the thief in the car and asked Mary Jane what had happened.

"Spider-Man saved me!" Mary Jane said happily.

Harry had just left the Oscorp building AKA: his home... And he saw Peter in his costume swing past at high speeds screaming in joy...

"Whoa! Looks like he's having fun!" Harry said smiling that Peter looked happier than he had been in years. "I'm glad he's happy..." He said following Peter.

When Harry caught up with Peter he was in an ally way...

"Hey Pete! have fun?" Harry said smiling.

"It was awesome! Did you see how fast I was going? Plus you'll never guess who I just saved!" Peter said excitedly pulling his mask off.

"Who?" Harry asked curiously.

"You know about my... Small crush?" Peter said nervously.

"You didn't save Mary Jane Watson! Did you?" Harry said unbelieving.

"Yes I did! I think she likes Spider-Man..." Peter said looking at his mask.

"Is that your super-hero name? Catchy..." Harry said impressed.

"If you say so... I can't believe I saved one of the most popular girls in school!" Peter said thinking of Mary Jane.

"Yeah... Quick Pete, put your mask back on! Someone's coming..." Harry said hearing a group of people coming.

"Okay Harry, let's hope it isn't trouble!" Spider-Man said as a group of 'hooded youths' came around the corner and saw Peter in his costume with Harry.

"Hey, who are you and what are you doing in 'our' Ally?" The Gang leader said angrily.

"Listen, I don't want to hurt you guys... So we'll just be leaving!" Spider-Man said not wanting to have to fight a bunch of misfits.

"What do you mean hurt us? You think you're tough just because of that stupid costume? Let's get'em fellas!" The Gang leader said ordering his 'buddies' to attack.

"Whoa guys! No need for violence!" Spider-Man said webbing them to a wall.

"What the... Who are you?" One of the gang members yelled out trying to break free from the strong webs.

"I'm you friendly neighbourhood Spider-Man!" Spider-Man said dramatically.

_**Whoa... That was a long chapter! Well it's the longest I've ever wrote! Anyway, reviews appreciated! There's exactly 3067 words in this chapter! Goodbye! More in next chapter!**_


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